EXHIBIT 10.2
LOAN AGREEMENT
February 17, 2000
Signal Technology Corporation
000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Chairman and Chief Executive Officer
Dear Sirs:
This loan agreement (the "Loan Agreement") describes the terms and
conditions under which Signal Technology Corporation ("Signal") is herewith
lending to LogiMetrics, Inc. (the "Company") an aggregate of up to $2,000,000
(the "Loan") for working capital and other general corporate purposes.
$1,000,000 of the Loan will be advanced upon completion of Signal's due
diligence examination of the New York Business (as defined below), subject to
the simultaneous closing of the Legacy Loan (as defined below). All other
amounts to be advanced under the Loan shall be advanced in accordance with
Schedule II attached to the Promissory Note dated the date hereof by the Company
in favor of Signal.
As a condition to Signal's obligation to make the Loan, on or prior to
the date hereof, certain current institutional investors of the Company will
lend an aggregate of $1,000,000 to the Company for working capital and other
general corporate purposes (the "Legacy Loan"). Approximately $610,000 of the
Legacy Loan has been advanced since December 2, 1999. The remaining $390,000 of
the Legacy Loan will be advanced as follows: $50,000 on the date Signal advances
its first $1,000,000, and thereafter at the rate of $34,000 for every $100,000
Signal advances, at such times as Signal makes such advances.
To induce Signal to make the Loan, the Company is hereby granting to
Signal an exclusive option to purchase all of the assets of the New York
Business (as defined below). The option shall be exercisable by Signal solely
upon the failure of the Company and Signal, negotiating in good faith, to enter
into the definitive agreements referred to in the Letter of Intent (as defined
below) by the end of the Exclusivity Period (as defined in the Letter of
Intent). The option granted hereby shall expire upon the earlier to occur of (i)
thirty (30) days after the payment in full of all amounts owing to Signal under
the Promissory Note or (ii) December 31, 2000. The option purchase price is
$2,000,000, less (i) the amount of any indebtedness of the Company owed to
Signal, which shall be forgiven (except to the extent of the 5% indemnity escrow
referred to below), (ii) an amount which, in the aggregate, is equal to the bank
and other funded indebtedness of the Company assumed by Signal (but Signal would
agree to assume other current liabilities incurred in the ordinary course of
business). In the event that the number of $2,000,000, less the deductions set
forth above, is a number that is less than zero, then the Company shall pay to
Signal such amount in order to bring the amount of the calculation to zero, so
that Signal's cost does not exceed $2,000,000. The sale of the New York Business
will be subject to, among other things, (i) the Company obtaining approval of
such sale from its shareholders, and (ii) the negotiation, preparation and
execution of an asset purchase agreement and such other relevant documentation
governing the terms and conditions of such sale (collectively, the "Definitive
Agreements"). For purposes of this letter agreement, the "New York Business"
shall mean the business located at 00 Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000.
The Definitive Agreements will include, among other things, (a) customary
representations and warranties by the Company (which will expire on the first
anniversary of the closing (the "Survival Period") except for certain standard
exceptions, such as with respect to authority, title, taxes, environmental
liabilities, ERISA liabilities and other identified claims and liabilities
(collectively, the "Standard Exceptions")); (b) an escrow to secure the
representations, warranties and covenants of the Company until the first
anniversary of the closing (although Signal might consider a shorter survival
period based on its operation of the New York Business contemplated by the
Management Agreement referred to in the Letter of Intent), such escrow to be
accomplished by the forgiveness of 95% of the indebtedness outstanding under the
Promissory Note; (c) a non-competition agreement by the Company and its senior
management and normal and customary indemnification by the Company for any
breach of representation or warranty by it, provided that, except for the
Standard Exceptions, there will be no such indemnification for claims unless the
total exceeds two percent (2%) of the purchase price, and, provided further,
that except for the Standard Exceptions, there shall be no indemnification for
amounts in excess of five percent (5%) of the purchase price, unless Signal
discovers something during its due diligence investigation that causes it to
reasonably believe that such amount is inadequate, which indemnity shall be
secured by the post-closing escrow of five percent (5%) of the purchase price,
as noted above, which shall be released immediately after the Survival Period
except for amounts necessary to provide security for claims previously made.
To induce Signal to make the Loan, the Company and Signal are also
entering into a non-binding (except for certain specified provisions) letter of
intent of even date herewith (the "Letter of Intent"), which provides for the
merger of a wholly-owned subsidiary of Signal into the Company ("the Merger").
Between now and the closing of the Merger, the Company will conduct
its business in the normal and ordinary course. Pending such closing, the
Company will provide reasonable access to the Company's and its subsidiaries'
books and records to Signal and those of its employees, representatives and
advisors who need such access in order to enable Signal to complete its
financial and backlog due diligence investigation contemplated above. Signal
hereby acknowledges and agrees that any information disclosed to Signal and such
employees, representatives and advisors in connection with such access to the
Company's and its subsidiaries books and records is subject to the
confidentiality provisions contained in Section 8 of the Letter of Intent and
the existing Confidentiality Agreement between Signal and the Company dated
December 14, 1999.
Simultaneously herewith, the Company is delivering to Signal (i) a
Negotiable Secured Senior Subordinated Promissory Note in the aggregate
principal amount of $2,000,000 (the "Note"), substantially in the form of
Exhibit A attached hereto, registered in the name of Signal, (ii) an executed
counterpart of an Amendment No. 2 to the Second Amended and Restated Security
Agreement, Intercreditor Agreement, Waiver and Consent (the "Security
Agreement"), substantially in the form of Exhibit B attached hereto, granting to
Signal the security interests in the collateral described therein, (iii) one or
more executed Financing Statements on Form UCC-1 or assignments of all existing
Financing Statements (the "Financing Statements") evidencing the grant of the
security interests pursuant to the Security Agreement, (iv) executed consents
from all lenders of the Company whose consent is required in connection with the
transactions contemplated hereby, (v) a copy of an executed extension letter
from North Fork Bank extending the maturity date of the $1,930,000 Reduced and
Extended Revolving Credit Note, dated as of September 1, 1999, to at least [June
30], 2000, and (vi) a secretary's certificate covering such matters as Signal
has requested. The Company hereby represents and warrants to Signal on the date
hereof that (i) it is duly incorporated, validly existing and in good standing
in the jurisdiction of its incorporation, (ii) it owns or holds all material
licenses and permits necessary for the conduct of its business as presently
conducted, (iii) it has the authority to enter into and perform its obligations
under this Agreement, the Note, the Security Agreement and the Financing
Statements, and (iv) each of this Agreement, the Note, the Security Agreement
and the Financing Statements (A) has been duly authorized by all necessary
corporate action on the part of the Company, (B) has been duly executed and
delivered by the Company, and (C) constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
The Company hereby agrees that it shall reimburse Signal for its
reasonable out-of-pocket expenses (including reasonable attorneys' fees and
disbursements) incurred in connection with the negotiation and documentation of
the Loan upon presentation of a reasonably detailed invoice specifying the
amount of such expenses.
Together with the Note, the Security Agreement, the Financing
Statements and the Letter of Intent, this Loan Agreement comprises the entire
agreement among the Company and Signal regarding the subject matter hereof,
there being no other written, oral or other agreements or understandings between
them with respect to the subject matter hereof or thereof.
This letter agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument. This letter agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New York, without regard
to the choice of law provisions thereof.
This letter and the terms and provisions hereof will automatically
terminate upon the earlier to occur of (i) the closing of the Merger, (ii) the
closing of the purchase of the New York Business or (iii) the date which is
thirty (30) days after payment in full by the Company to Signal of all amounts
owed to Signal hereunder and under the Note. In addition, Signal and the Company
may terminate this letter by mutual written consent at any time.
[Rest of Page Intentionally Left Blank]
If the foregoing accurately reflects our mutual understanding, please so
indicate by executing a counterpart of this letter agreement and returning it to
the undersigned.
Very truly yours,
LOGIMETRICS, INC.
By: /s/Xxxxxx X. Xxxxxx
___________________________
Xxxxxx X. Xxxxxx, President
and Chief Operating Officer
ACCEPTED AND AGREED:
SIGNAL TECHNOLOGY CORPORATION
By: /s/Xxxxxx X. Xxxxxxx
______________________________
Xxxxxx X. Xxxxxxx, Chairman
and Chief Executive Officer
Dated: February 17, 2000
Exhibit A
Form of Promissory Note
NEGOTIABLE SECURED SENIOR SUBORDINATED
PROMISSORY NOTE
$2,000,000 Final Maturity Date:
December 31, 2000
FOR VALUE RECEIVED, LogiMetrics, Inc., a Delaware corporation (the
"Maker"), hereby promises to pay to the order of Signal Technology Corporation
or its successors and assigns (the "Holder"), at its corporate offices at 000
Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000, or at such other location as the Holder may
designate from time to time, the aggregate unpaid amount of all loans (each, a
"Loan") made by the holder to the Maker hereunder. Each Loan shall mature and be
due and payable, together with all interest accrued thereon, in lawful money of
the United States of America on or before December 31, 2000, or on demand under
certain circumstances as specified herein.
The Maker promises to pay interest on the unpaid principal amount of
each Loan from the date such Loan is made until its maturity (whether by
acceleration or otherwise), at the rate of 10% per annum, such interest to be
paid on maturity.
1. If the Maker fails to pay any amount hereunder when due, interest
shall thereafter accrue on such overdue amount at a rate of interest equal to
the lesser of: (i) 18% per annum; or (ii) the highest rate permitted by law
until paid in full. Interest hereunder shall be calculated on the basis of a
360-day year for the actual number of days elapsed.
2. The maximum aggregate principal amount of the Loans to be made
hereunder shall be $2,000,000. The Holder is authorized to record all Loans
evidenced hereby in its records (including, but not limited to, the grid
attached hereto as Schedule 1), and such entries shall be conclusive evidence of
amounts outstanding hereunder absent manifest error.
3. On the date hereof, the Holder is advancing to the Maker
$1,000,000. The remaining Loans hereunder shall be made in accordance with the
loan schedule set forth on Schedule II hereto.
4. The Maker may prepay any Loan made hereunder at any time, in whole
or in part, without premium or penalty. The Maker shall prepay all Loans in full
to the Maker within five (5) Business Days after: (i) the consummation of any
public or private offering by the Maker of its equity securities or securities
convertible into or exchangeable for its equity securities pursuant to which the
Maker receives gross proceeds (before the deduction of offering expenses,
discounts and commissions) of at least Seven Million Five Hundred Thousand
Dollars ($7,500,000); or (ii) the sale or transfer, in a single transaction or
in a series of related transactions, of all or substantially all of the Maker's
assets, or the merger, consolidation, reorganization or dissolution of the
Maker, or the sale, in a single transaction or in a series of related
transactions, of a majority of the Maker's voting capital stock (whether newly
issued or from treasury, or previously issued and then outstanding, or any
combination thereof), in each case other than in a transaction with Signal
contemplated by the Letter of Intent (the "Letter of Intent") of even date
herewith between Signal and the Company (any of such events, a "Disposal
Event"), or the execution by the Maker of any letter of intent or like agreement
with respect to the consummation of a Disposal Event. In addition, in the event
the Maker executes a letter of intent or like agreement with respect to a
Disposal Event that is an Acquisition Transaction (as defined in the Letter of
Intent), or with respect to any other Acquisition Transaction, during the period
commencing on such date as is 46 days following date of Letter of Intent and
continuing through and including such date as is 120 days following date of
Letter of Intent, the Maker shall, on the date it prepays all Loans in full in
accordance herewith, pay to the Holder a prepayment penalty in the amount of
$100,000. As used herein, "Business Day" means a day, other than a Saturday or
Sunday, on which commercial banks in New York City are open for the general
transaction of business.
5. At any time while Loans are outstanding hereunder, the Holder shall
have the right during normal business hours to examine the books and records of
the Maker, to make copies, notes, and abstracts therefrom, to discuss the
Maker's affairs with the officers, directors, key employees, and accountants of
the Maker and, no more than once, to make or cause an independent examination
and/or audit (at its expense) of the books and records of the Maker.
6. The Maker shall pay to the Holder the reasonable attorneys' fees
and disbursements and all other out-of-pocket costs incurred by the Holder in
order to collect amounts due and owing under this Note. All payments received
shall be applied, first, to the costs of collection, second, to unpaid interest,
and third, to principal.
7. No delay or failure on the part of the Holder in exercising any
power, right or remedy hereunder shall operate as a waiver of any such power,
right or remedy; nor shall any single or partial exercise of any power, right or
remedy preclude any other or further exercise of such power, right or remedy, or
the exercise of any other power, right or remedy, and no waiver whatsoever shall
be valid unless in writing, signed by the Holder, and then only to the extent
expressly set forth therein. No remedy is exclusive of any other remedy and all
remedies shall be cumulative to the maximum extent permitted by applicable law.
The Maker hereby waives presentment, demand for payment, diligence, notice of
dishonor and all other notices or demands in connection with the delivery,
acceptance, performance, default or endorsement of this Note.
8. This Note is one of the Notes referred to in Amendment No. 2 to the
Second Amended and Restated Security Agreement, Intercreditor Agreement, Waiver
and Consent, dated the date hereof, among the Maker, Xxxxxx Xxxxxxxxx XxXxxxx,
LLC, as Agent (the "Agent"), and the other parties thereto (the "Security
Agreement") and is secured by the Collateral (as defined in the Security
Agreement). The Security Agreement grants the Agent on behalf of the Holder and
the other parties thereto certain rights with respect to the Collateral upon
certain defaults specified therein and sets forth the related priorities of the
Holder and the other parties thereto with regard to such Collateral.
9. If any of the following events or circumstances (each an
"Acceleration Event") shall occur:
(a) the Maker shall fail to pay any amount of principal, interest or
other amount (if any) within ten (10) days of the date on which such amount is
due and payable hereunder; or
(b) an Event of Default under the Security Agreement shall have
occurred and be continuing or the Maker shall fail to cure any breach of its
other covenants, agreements or obligations hereunder within ten (10) days after
written notice by the Holder to the Maker specifying such breach; or
(c) any representation or warranty made by the Maker herein or in the
Security Agreement shall have been false in any material respect when made; or
(d) the Maker shall make an assignment for the benefit of creditors,
or shall petition or apply for the appointment of a trustee or other custodian,
liquidator or receiver of the Maker or of any substantial part of its assets, or
shall commence any case or other proceeding relating to its assets under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction, or shall take any
corporate action to authorize or in furtherance of any of the foregoing; or any
such petition or application shall be filed or any such case or other proceeding
shall be commenced against the Maker, and the same shall not have been dismissed
within 60 days of the filing or commencement thereof or the Maker shall indicate
its approval thereof, consent thereto or acquiescence therein; or a decree or
order shall be entered appointing any such trustee, custodian, liquidator or
receiver or adjudicating the Maker bankrupt or insolvent, or approving a
petition in any such case or other proceeding, or a decree or order for relief
shall be entered in respect of the Maker in an involuntary case under any such
bankruptcy or insolvency laws; or
(e) the Maker shall take any corporate action to liquidate its assets
or dissolve, or shall take any corporate action to consolidate or merge with or
into any other corporation or business entity unless the Maker shall be the
surviving legal entity of such consolidation or merger or the surviving legal
entity of such consolidation or merger shall have assumed in full by a written
instrument the obligations under and in respect of this Note, other than any
such corporate action in connection with the transaction with Signal
contemplated by the Letter of Intent; or
(f) without the prior written consent of the Holder, the Maker shall
have incurred indebtedness for borrowed money (other than indebtedness for
borrowed money, together with interest thereon, existing on the date hereof)
which is or will be senior or pari passu to its indebtedness hereunder, except
for indebtedness incurred by the Maker pursuant to the Legacy Loan referred to
in the Loan Agreement of even date herewith between the Maker and the Holder
(the "Loan Agreement");
then, the Holder at its option at any time thereafter during the continuance of
an Acceleration Event may declare the entire and unpaid principal of this Note
and all interest, fees and expenses (if any) payable on or in respect of this
Note and the obligations evidenced hereby due and payable, and the same shall
thereupon forthwith become and be due and payable to the Holder (an
"Acceleration") without presentment, demand, protest, notice of protest or any
other formalities of any kind, all of which are hereby expressly and irrevocably
waived by the Maker, provided that in the event of an Acceleration Event under
Section 9(d) hereof all such amounts shall become and be immediately due and
payable, and an Acceleration shall be deemed for all purposes hereof to have
occurred, automatically and without any requirement of notice from the Holder.
10. The Maker will not, by amendment of its Charter or through
reorganization, consolidation, merger, dissolution, issuance of capital stock or
sale of treasury stock (otherwise than upon exercise of conversion rights
hereunder) or sale of assets, or by any other voluntary act or deed, avoid or
seek to avoid the material performance or observance of any of the covenants,
stipulations or conditions in this Note to be observed or performed by the
Maker. The Maker will at all times in good faith assist, insofar as it is able,
in the carrying out of all of the provisions of this Note in a reasonable manner
and in the taking of all other action which may be necessary in order to protect
and preserve the rights of the Holder set forth herein.
11. This Note shall be binding upon the Maker and its successors and
assigns. This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York pursuant to Section 15-1402 of the
General Obligations Law of such state. The Maker irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and the United
States District Court for the Southern District of New York for the purpose of
any suit, action, proceeding or judgment relating to or arising out of this
Note. Service of process in connection with any such suit, action or proceeding
may be served on the Maker anywhere in the world by any method authorized by
law. The Maker irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding. The Maker irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such
courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.
12. No modification, alteration, waiver or change of any of the
provisions hereof shall be effective unless in writing and signed by the Maker
and the Holder and, then, only to the extent set forth in such writing.
ATTEST: LOGIMETRICS, INC.
_____________________ _____________________________
Name: By: Xxxxxx X. Xxxxxx
Title: President
Dated: February 17, 2000
Schedule 1
Date of Notation
Amount of Loan Advance Made By
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Schedule II
Exhibit B
Form of Amendment No. 2 to Second Amended and Restated
Security Agreement, Intercreditor Agreement, Waiver and Consent
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT,
INTERCREDITOR AGREEMENT, WAIVER AND CONSENT
Amendment No. 2, dated as of February 17, 2000 (this "Amendment") to
the Second Amended and Restated Security Agreement, Intercreditor Agreement,
Waiver And Consent dated March 7, 1996, as previously amended and restated as of
July 29, 1997 and on or about August 31, 1999, and as further amended by
Amendment No. 1 thereto, dated as of December 2, 1999 (the "Agreement"), among
LOGIMETRICS, INC., a Delaware corporation ("LogiMetrics"), and mmTech, Inc., a
New Jersey corporation ("mmTech" and, together with LogiMetrics, the
"Borrowers"), Xxxxxx Xxxxxxxxx XxXxxxx, LLC, as Agent (in such capacity, the
"Agent") for itself and the other Holders listed on the signature pages hereto,
and any other persons becoming Holders from time to time. Pursuant to this
Amendment, SIGNAL TECHNOLOGY CORPORATION, a Delaware corporation ("Signal"), is
hereby added as a Holder party hereto, as hereinafter set forth, effective as of
the Effective Date, as hereinafter defined). Capitalized terms used but not
defined herein shall have the meaning set forth in the Agreement.
WHEREAS the Borrowers are presently indebted to the various Holders in
respect of certain Notes, Class A Debentures, Class B Debentures and/or Class C
Debentures as defined in, subject to and secured by the Agreement (collectively,
the "Junior Indebtedness");
WHEREAS, in addition, the certain Holders listed on Schedule A hereto
have made and, subject to this Amendment and certain related undertakings by the
Borrowers and Signal, intend to make additional loans from to time in the
aggregate principal amount of $1,000,000 (the "Legacy Loans", which are the same
as the "New Loans" as defined in Amendment No. 1 to the Agreement), in the
principal amounts set forth opposite each Holders name on such Schedule A, each
Legacy Loan being or to be evidenced by a Supplemental Negotiable Secured Senior
Subordinated Promissory Note substantially in the form attached hereto as
Exhibit A (the "Legacy Notes", which are the same as the "New Notes" as defined
in Amendment No. 1 to the Agreement) and secured by and subject to the terms of
the Agreement;
WHEREAS, simultaneously herewith, the LogiMetrics and Signal are
entering into (i) a Letter of Intent (the "Signal Letter of Intent") pursuant to
which the parties intend to consummate a reverse merger of LogiMetrics into a
wholly-owned subsidiary of Signal, (ii) a Loan Agreement (the "Signal Loan
Agreement") pursuant to which Signal will make loans to LogiMetrics up to the
aggregate principal amount of $2,000,000 (the "Signal Loans"), $1,000,000 of
which is to be advanced on or about the date hereof and the remainder is to be
advanced from time to time thereafter, pursuant to and evidenced by a single
Negotiable Secured Senior Subordinated Promissory Note in the aggregate
principal amount of $2,000,000, substantially in the form attached hereto as
Exhibit B (the "Signal Note"), with such Signal Loans and Signal Note to be
secured by the Agreement (as hereby amended) on terms senior to the Junior
Indebtedness and to the rights, preferences and priorities as are accorded to
any of the Junior Indebtedness under the Agreement, pari passu and pro rata with
the Legacy Loans and to the rights, preferences and priorities as are accorded
to the Legacy Loans under the Agreement, and junior to any amounts now or
hereafter owing to the Agent, solely in its capacity as Agent and not as a
Holder, and to the rights, preferences and priorities as are accorded to such
indebtedness under the Agreement, and (iii) a Management Agreement (the "Signal
Management Agreement") pursuant to which Signal will immediately assume
management of substantially all of the business assets of LogiMetrics located in
Bohemia, New York (as set forth in the Signal Management Agreement, the "New
York Business Assets") and will relocate the New York Business Assets to
Florida, and Signal shall have rights under the Signal Management Agreement and
the Signal Loan Agreement to acquire the New York Business Assets under certain
circumstances if the above-referenced reverse merger is not consummated;
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to (i) waive all existing Events of Default under the Junior
Indebtedness and the Legacy Loans, (ii) consent to the Signal Loans and the
Signal Note, and agree that the Signal Loans and the Signal Notes shall be
subject to and secured by the Agreement (as amended hereby) on terms senior to
the Junior Indebtedness and to the rights, preferences and priorities as are
accorded to any of the Junior Indebtedness under the Agreement, pari passu and
pro rata with the Legacy Loans and to the rights, preferences and priorities as
are accorded to the Legacy Loans under the Agreement, and junior to any amounts
now or hereafter owing to the Agent, solely in its capacity as Agent and not as
a Holder, and to the rights, preferences and priorities as are accorded to the
such indebtedness under the Agreement, (iii) consent to the Signal Management
Agreement, including, without limitation, the provisions therein (or in the
Signal Loan Agreement) for the management, relocation and acquisition by Signal
of the New York Business Assets and, in connection therewith, agree to release
the Agent's lien and security interest in the New York Business Asset in the
event that Signal acquires the same pursuant to such provisions; and
WHEREAS the parties hereto wish to memorialize such waivers, consents
and agreements by this Amendment,
NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the terms and conditions hereof, each of the
parties hereto, effective as of the Effective Date (defined below), hereby:
1. Waives all existing Events of Default under the Junior Indebtedness
and the Legacy Loans, including any occasioned by the entry by LogiMetrics into
the Signal Letter of Intent, the Signal Loan Agreement, the Signal Note and the
Signal Management Agreement, and the other documents referred to therein to be
entered into simultaneously therewith (the "Signal Transaction Documents");
2. Gives its consent to the Signal Loans to be issued pursuant to the
Signal Loan Agreement and to be evidenced by the Signal Note, provided that
Signal does becomes, and by its signature below Signal hereby agrees to and does
become, a party to the Agreement as a Holder with respect to the Signal Loans
and accepts and agrees to be bound by all of the terms and conditions of the
Agreement (as amended hereby) and, without limiting the foregoing, hereby
unconditionally appoints the Agent as its agent under and pursuant to the terms
of the Agreement for all purposes of thereof;
3. Agrees that the Signal Loans and the Signal Note shall hereafter be
and shall be deemed to be subject to and secured by the Agreement, and with
respect to the Collateral shall rank (a) senior to all of the Junior
Indebtedness and to the rights, preferences and priorities as are accorded to
any of the Junior Indebtedness under the Agreement, (b) pari passu and pro rata
with the Legacy Loans and to the rights, preferences and priorities as are
accorded to any of the Legacy Loans under the Agreement, and (c) junior and
subject to any amounts now or hereafter owing by the Borrowers or any of them to
the Agent under the Agreement, solely in its capacity as Agent under the
Agreement and not as a Holder, and to the rights, preferences and priorities as
are accorded to such indebtedness under the Agreement ;
4. Gives its consent to management by Signal of the New York Business
Assets, the relocation by Signal of the New York Business Assets to Florida, and
the acquisition by signal of the New York Business Assets, all pursuant to the
terms of the Signal Management Agreement and/or the Signal Loan Agreement, and
hereby further agrees that the lien and security interest in the New York
Business Assets arising under the Agreement shall be and be deemed released
without further action upon the acquisition by Signal of the New York Business
Assets in accordance with the terms of the Signal Management Agreement or the
Signal Loan Agreement, provided that, until such time as Signal actually
acquires title to the New York Business Assets pursuant to the terms of the
Signal Management Agreement or the Signal Loan Agreement, LogiMetrics and Signal
shall take all actions necessary or reasonably requested by the Agent to ensure
the continued perfection at all times of the lien and security interest of the
Agent in the New York Business Assets, including the execution and filing of
appropriate UCC financing statements in Florida and the separate identification
and non-commingling with Signal's own assets of the New York Business Assets,
and (subject to Signal's rights under the Signal Management Agreement and Signal
Loan Agreement) Signal hereby agrees to hold and manage the New York Business
Assets in trust for the Agent and the Holders, and
5. Agrees that the Agreement is hereby amended to reflect the waivers,
consents and agreements set forth herein above, and that any conflicting
provisions of the Agreement are hereby superseded, but, solely to the extent
necessary to give effect to this Amendment, and without limiting the generality
of this Section 3, the following provisions shall be amended as follows:
(a) All references in the Agreement to the term "Agreement" shall
mean the Agreement as amended and supplemented through the date hereof,
including as amended and supplemented hereby, as the same may hereafter be
further amended, supplemented or otherwise modified in accordance with its
terms;
(b) All references in the Agreement to the words "Loans" and
"Notes" shall mean, respectively, only the Loans and Notes other than the
Legacy Loans and Legacy Notes, and the all references in the Agreement (by
virtue of Amendment No. 1 thereto) to the words "New Loans" and "New Notes"
shall mean, respectively, only the Legacy Loans and Legacy Notes, and the
parties further agree that, notwithstanding the statement in any Legacy
Note to the effect that such note is a "Note" or "New Note" referenced in
the Agreement or any amendment thereto, such Legacy Note is and shall be
deemed a Legacy Note (and not a "Note") under and for all purposes of the
Agreement;
(c) All references in the Agreement to the term "Holders" shall
include, in addition and not in limitation, Signal, the registered holders
from time to time of the Notes, and the registered holders from time to
time of the Legacy Notes;
(d) All references in the Agreement to the term "Loan Documents"
shall include, in addition and not in limitation, the Signal Loan
Agreement, the Signal Note, the Notes and the Legacy Notes;
(e) All references in the Agreement to the term "Special
Majority" shall include, in addition and not in limitation, Signal, the
Majority Note Holders and the Majority Legacy Note Holders;
(f) "Majority Note Holders" shall mean the registered holders of
at least a majority in aggregate principal amount of the Notes outstanding
at the time of determination;
(g) "Majority Legacy Note Holders" shall mean the registered
holders of at least a majority in aggregate principal amount of the Legacy
Notes outstanding at the time of determination;
(h) Schedule 3(b) is deleted and replaced with Schedule 3(b)
attached hereto;
(i) Signal and the Majority Legacy Note Holders shall be included
in Section 4 as additional parties that are permitted to give direction to
the Agent following the occurrence of an event of default;
(h) "Event of Default" shall mean any event of default referred
to in Paragraph 5 of the Agreement and, unless the context clearly
indicates otherwise, each use of the term "event of default" in the
Agreement (including this Amendment) shall mean (i) if referring to an
event of default under the Agreement, an Event of Default and, (ii) if
referring to an event of default under any other agreement or instrument,
an Event of Default, event of default or such other term of similar import
used in such agreement or instrument to denote an event giving rise to a
right to accelerate or foreclose with or without notice;
(i) Signal and the Majority Legacy Note Holders shall be included
in Section 6 as additional parties that are permitted to give direction to
the Agent upon the occurrence of any Event of Default other than an Event
of Default relating to the bankruptcy or insolvency of any Borrower, and as
additional parties that may direct the Agent to exercise the rights and
remedies granted under the Agreement;
(j) Signal and the Majority Legacy Holders shall be included in
Section 6(c) as additional parties that are permitted to set off and apply
for the payment of any or all of the Obligations for the ratable benefit of
the Holders;
(k) With respect to Section 8:
(i) New "second" and "third" clauses are hereby added, to
read as follows:
"second, to the ratable payment of accrued but
unpaid interest (including post-petition interest) and
fees constituting Obligations pursuant to the Signal
Note and the Legacy Loans;
third, to the ratable payment of unpaid principal
of the Signal Note and the Legacy Loans";
(ii) clauses "second" through "tenth" are hereby renumbered
clause "fourth" through "twelfth", respectively; and
(iii) as so renumbered, new clauses "fourth" and "fifth"
shall refer solely to interest, fees and principal pursuant to the
Notes (and not pursuant to the Legacy Notes); and
(l) Signal and the Majority legacy Note Holders shall be included
in Section 9.1 as additional parties are permitted to instruct the Agent to
take any action to foreclose or otherwise realize on the Collateral; and
6. Agrees that, as amended hereby, the Agreement is hereby affirmed or
reaffirmed and ratified by all signatories hereto and shall remain in full force
and effect and, without limiting the generality of the foregoing, each of the
Borrowers hereby affirms or reaffirms, ratifies and hereby grants anew to the
Agent, for the ratable benefit of the Agent and the Holders, the security
interest set forth in the Agreement to secure all of the Junior Indebtedness,
the Legacy Loans, the Signal Loans and any amounts now or hereafter owing by the
Borrowers, or any of them, to the Agent in its capacity as Agent under the
Agreement, all in accordance with and subject to the terms of the Agreement as
amended hereby, and each of the signatories hereby affirms or reaffirms,
ratifies and hereby renews its agreement to be bound by all terms and conditions
of the Agreement (as amended hereby), including, without limitation, the
relative rights, preferences and priorities afforded by the Agreement to each of
them, and each of the Holders hereby affirms or reaffirms, ratifies and hereby
authorizes anew Xxxxxx, Rosenthal, McGlynn, LLC as its Agent under the
Agreement, for all purposes thereof and entitled to all the rights and benefits
accorded to the Agent thereunder.
THE BORROWERS AND SIGNAL hereby further covenant and agree, until such
time as Signal may have exercised its right under the Signal Management
Agreement or the Signal Loan Agreement to acquire the New York Business Assets,
to take all necessary or prudent actions as the Agent may request to ensure the
continued perfection of the security interest granted under the Agreement in and
to all assets of either Borrower that may be relocated to Florida or elsewhere
pursuant to the Signal Transaction Documents, including the identification of
all locations where assets and/or books and records may be kept, the filing of
additional UCC financing statements and, to the extent practicable, separately
identifying and/or tracking the assets of the Borrowers from those of Signal,
and not commingling the same, and (subject to its rights under the Signal
Management Agreement and Signal Loan Agreement) Signal shall hold and manage the
same in trust for the Agent and the Holders.
THE BORROWERS AND THE AGENT hereby covenant and agree, upon the due
exercise of Signal's right under the Signal Management Agreement or the Signal
Loan Agreement to acquire the New York Business Assets, to take all necessary or
prudent actions as Signal may request to release and record the release of the
security interest granted under the Agreement in and to the New York Business
Assets, including the delivery of executed UCC termination statements prepared
by Signal.
This Amendment shall become effective upon the date (the "Effective
Date") that each of the following conditions precedent shall be true:
(a) Agent shall have received a counterpart hereof duly executed
and delivered by each intended party hereto;
(b) Agent shall have received a copy of each of the Signal
Transaction Documents, each in form and substance satisfactory to the
Agent, as duly executed and delivered by each of the intended parties
thereto;
(c) Agent shall have received a copy of each of the Legacy Notes
to be outstanding after giving effect to the Legacy Loans to be outstanding
as of the Effective Date hereof, each as duly executed and delivered to the
Holders of the Legacy Notes, and
(d) Agent shall have received a copy of a consent, waiver and
extension, in form and substance satisfactory to the Agent, duly executed
and delivered by North Fork Bank, (i) consenting to the Signal Transaction
Documents and the transactions contemplated thereunder; (ii) waiving any
existing default or Event of Default, including any occasioned by the entry
into this Amendment or the Signal Documents and the consummation of the
transactions contemplated thereunder, and (iii) extending to not sooner
than June 30, 2000, the maturity date of, and the requirement of any
principal payment under, the North Fork Bank facility (together with
evidence satisfactory to the Agent that all conditions to the effectiveness
thereof shall have been satisfied; and
This Amendment may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the date first written above.
LOGIMETRICS, INC.
By:
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: President and Chief
Operating Officer
MMTECH, INC.
By: _________________________
Name:
Title:
XXXXXX XXXXXXXXX XxXXXXX, LLC,
as Agent
By:
___________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
XXXXXX XXXXXXXXX XxXXXXX, INC.,
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
L.A.D. EQUITY PARTNERS, L.P.
By: Flint Investments, Inc.
Its General Partner
By:
_________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
______________________________________
Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
___________________________________
Xxxxxx X. Xxxxxxxxx Profit Sharing
Plan and Trust
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM 1997 ENTERPRISE FUND, LLC
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its Managing Member
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its General Partner
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM RETIREMENT PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its General Partner
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM MADISON PARTNERS, L.P.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its General Partner
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM U.S. VALUE FUND, LTD.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its General Partner
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
EURYCLEIA PARTNERS, L.P.
By: Marchessini & Dernisch, L.L.C.,
Its General Partner
By:
_________________________________
Name: Xxxx Xxxxxx
Title: Vice President
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
A.C. ISRAEL ENTERPRISES, INC.
By:
_________________________________
Name: Xxx Xxxxxx
Title:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its Managing Member
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
______________________________________
Xxxxxxx X. Xxxx, Xx.
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Attorney-in-Fact
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
XXXXXX EQUITIES CORP.
By: _________________________________
Name:
Title:
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
WHITEHALL PROPERTIES, LLC
By: ________________________
Name:
Title: Manager
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
KABUKI PARTNERS ADP, GP
By: ________________________
Name:
Title: General Partner
0 Xxx Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By:
__________________________________
Name: Xxxx X. Xxxxxx
Title: President
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
______________________________________
Xxxx X. Xxxxxx
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XxXXXXX FAMILY PARTNERSHIP
By:
_________________________________
Name: Xxxxxx X. XxXxxxx
Title: General Partner
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
______________________________________
Xxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
______________________________________
Xxxxxx X. Xxxxxxx, III
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CERBERUS PARTNERS, L.P.
By: Cerberus Associates, L.L.C.,
Its General Partner
By:
_________________________________
Name: Xxxxxxx Xxxxxxxx
Title: Managing Member
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
______________________________________
Xxxxxx Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
CRM 1998 ENTERPRISE FUND, LLC
By: Xxxxxx Xxxxxxxxx XxXxxxx, Inc.,
Its Managing Member
By:
_________________________________
Name: Xxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
______________________________________
Xxxxxxx X. Brand
000 Xxxxxxxxxx Xxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Tel: (000) 000-0000
Fax:(000) 000-0000
______________________________________
Xxxxxxx Xxxxxxxxxxx
000 Xxxxxxx Xxxx Xxxx, Xxxxx Xxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
SIGNAL TECHNOLOGY CORPORATION
By:___________________________________
[Authorized Signatory]
Schedule A
---------------------------------------------- ------------------------------------ ------------------------------
Legacy Note Holder Existing Legacy Notes New Legacy Notes
---------------------------------------------- ------------------------------------ ------------------------------
Xxxxxx Equities Corp.
---------------------------------------------- ------------------------------------ ------------------------------
A.C. Israel Enterprises, Inc.
---------------------------------------------- ------------------------------------ ------------------------------
Xxxxxx X. Xxxxxx
---------------------------------------------- ------------------------------------ ------------------------------
CRM 1997 Enterprise Fund, LLC
---------------------------------------------- ------------------------------------ ------------------------------
Whitehall Properties, LLC
---------------------------------------------- ------------------------------------ ------------------------------
CRM Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM Retirement Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM Madison Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
L.A.D. Equity Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM-EFO Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
Xxxxxxx Xxxxxxxxxxx
---------------------------------------------- ------------------------------------ ------------------------------
CRM U.S. Value Fund, Ltd.
---------------------------------------------- ------------------------------------ ------------------------------
Xxxxxx X. Xxxxxxxxx, Xxxxx
---------------------------------------------- ------------------------------------ ------------------------------
Xxxx X. Xxxxxx
---------------------------------------------- ------------------------------------ ------------------------------
XxXxxxx Family Partnership, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
Xxxxxx X. Xxxxxxx, III
---------------------------------------------- ------------------------------------ ------------------------------
Cereberus Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
TOTAL $320,000 $680,000
---------------------------------------------- ------------------------------------ ------------------------------
EXHIBIT A
FORM OF
SUPPLEMENTAL NEGOTIABLE SECURED
SENIOR SUBORDINATED PROMISSORY NOTE
$_____________
Final Maturity Date:
________, 2000
FOR VALUE RECEIVED, LogiMetrics, Inc., a Delaware corporation, and mmTech, Inc.,
a New Jersey corporation (collectively, the "Makers"), hereby jointly and
severally promise to pay to the order of _____________, or its successors and
assigns (the "Holder"), at ______________ or at such other location as the
Holder may designate from time to time, the sum of ________________________
Dollars ($___________), or such lesser amount as may be advanced hereunder,
together with interest thereon at the rate of 13% per annum, in lawful money of
the United States of America on or before June 2, 2000, or on demand at any time
upon or during the continuance of an Event of Default as defined in the Security
Agreement (as defined below), with or without demand as provided in the Security
Agreement. The obligations of the Makers are joint and several and the Holder
may proceed to collect the full amount owed hereunder from either Maker whether
or not proceeding against the other.
If the Holder fails to pay any amount hereunder when due, interest
shall thereafter accrue on such overdue amount at the rate of 16% per annum
until paid in full. Interest hereunder shall be calculated on the basis of a
360-day year for the actual number of days elapsed.
The Makers may prepay this Note at any time, in whole or in part,
without premium or penalty. The Makers shall prepay this Note in full within
five (5) Business Days after the consummation of (i) any public or private sale
by either Maker of its debt or equity securities or securities convertible into
or exchangeable for its debt or equity securities, (ii) any permanent loan or
other credit facility obtained by either Maker from a bank or other financial
institution, or (iii) any sale by either Maker of all or substantially all of
its assets to a third party which results, in each such case, in net proceeds to
the Makers (after all related fees and expenses) of at least Three Million
Dollars ($3,000,000). As used herein, "Business Day" means a day, other than a
Saturday or Sunday, on which commercial banks in New York City are open for the
general transaction of business.
The Makers shall pay to the Holder the reasonable attorneys' fees and
disbursements and all other out-of-pocket costs incurred by the Holder in order
to collect amounts due and owing under this Note. All payments received shall be
applied, first, to the costs of collection, second, to unpaid interest, and
third, to principal.
No delay or failure on the part of the Holder in exercising any power,
right or remedy hereunder shall operate as a waiver of any such power, right or
remedy; nor shall any single or partial exercise of any power, right or remedy
preclude any other or further exercise of such power, right or remedy, or the
exercise of any other power, right or remedy, and no waiver whatsoever shall be
valid unless in writing, signed by the Holder, and then only to the extent
expressly set forth therein. No remedy is exclusive of any other remedy and all
remedies shall be cumulative to the maximum extent permitted by applicable law.
Each Maker hereby waives presentment, demand for payment, diligence, notice of
dishonor and all other notices or demands in connection with the delivery,
acceptance, performance, default or endorsement of this Note.
This Note is one of the Legacy Notes referred to in Amendment No. 2,
dated on or about the date hereof, to the Second Amended and Restated Security
Agreement, Intercreditor Agreement, Waiver and Consent, dated on or about August
31, 1999 and as further amended by Amendment No. 1 thereto, dated as of December
2, 1999, among the Makers, Xxxxxx Xxxxxxxxx XxXxxxx, LLC, as Agent (the
"Agent"), and the other parties thereto, (as amended by such Amendment No. 2,
the "Security Agreement") and is secured by the Collateral (as defined in the
Security Agreement). The Security Agreement grants the Agent on behalf of the
Holder and the other parties thereto certain rights with respect to the
Collateral upon certain defaults specified therein and sets forth the related
priorities of the Holder and the other parties thereto with regard to such
Collateral.
This Note shall be binding upon each Maker and its successors and
assigns. This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York pursuant to Section 15-1402 of the
General Obligations Law of such state. Each Maker irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and the United
States District Court for the Southern District of New York for the purpose of
any suit, action, proceeding or judgment relating to or arising out of this
Note. Service of process in connection with any such suit, action or proceeding
may be served on the Makers anywhere in the world by any method authorized by
law. Each Maker irrevocably consents to the jurisdiction of any such court in
any such suit, action or proceeding and to the laying of venue in such court.
Each Maker irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.
No modification, alteration, waiver or change of any of the provisions
hereof shall be effective unless in writing and signed by each Maker and the
Holder and, then, only to the extent set forth in such writing.
[Remainder of page intentionally left blank]
ATTEST: LOGIMETRICS, INC.
_____________________ ____________________________________
Name: By: Xxxxxx X. Xxxxxx
Title: President
ATTEST: MMTECH, INC.
_____________________ _____________________________
Name: By: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
Dated: _____, 2000
